Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made and entered into
as of July 3, 2008, by and between CREDO Petroleum Corporation, a Colorado
corporation (the “Company”), and RCH Energy Opportunity Fund II, LP, a
Delaware limited partnership (the “Purchaser”).


 


WHEREAS, the Company and Purchaser are parties to that
certain Stock Purchase Agreement dated June 3, 2008 (the “Purchase
Agreement”); and


 


WHEREAS, as a condition of closing the transactions contemplated
by the Purchase Agreement, the Company has agreed to provide the Purchaser with
registration rights as set forth below.


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein and for other valuable consideration,
receipt of which is hereby acknowledged, the parties hereto hereby agree with
each other as follows:


 


1.             Definitions.  As used in this Agreement, the following
terms shall have the meanings set forth below:


 


“Agreement” has the meaning set forth in the preamble
hereto.


 


“Commission” means the United States Securities
and Exchange Commission or any other United States federal agency at the time
administering the Securities Act.


 


“Common Stock” means the Company’s common
stock, par value $0.10 per share, or any other shares of capital stock or other
securities of the Company into which such stock may be reclassified or changed,
including by reason of a merger, consolidation, reorganization or
recapitalization.  If the Common Stock is
so reclassified or changed, or if the Company pays a dividend or makes a
distribution on the Common Stock in shares of capital stock, or subdivides (or
combines) its outstanding shares of Common Stock into a greater (or smaller)
number of shares of Common Stock, a share of Common Stock shall be deemed to be
such number of shares of stock and amount of other securities to which a holder
of a share of Common Stock outstanding immediately prior to such change,
reclassification, exchange, dividend, distribution, subdivision or combination
would be entitled.


 


“Default Date” has the meaning set forth in Section 7(b).


 


“Delayed Filing Date” has the meaning set forth
in Section 2(d).


 


“Delay Period” has the meaning set forth in Section 4(a).


 


“Demand Notice” has the meaning set forth in Section 2(a).


 


“Demand Registration” has the meaning set forth
in Section 2(a).


 


“End of Suspension Notice” has the meaning set
forth in Section 4(b).


 

















 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
thereunder.


 


“Filing Date” has the meaning set forth in Section 2(d).


 


“Form S-1” has the meaning set forth in Section 2(c)(4).


 


“Form S-3” has the meaning set forth in Section 2(c)(4).


 


“Holder” means a person who owns Registrable
Securities and is either the Purchaser or a Person to whom the rights of a
Holder hereunder have been duly assigned or transferred.


 


“Holder Indemnified Parties” has the meaning
set forth in Section 6(a).


 


“Liquidated Damages” has the meaning set forth
in Section 7(a).


 


“Liquidated Damages Amount” has the meaning set
forth in Section 7(a).


 


“Losses” has the meaning set forth in Section 6(a).


 


“Misstatement/Omission” has the meaning set
forth in Section 6(a).


 


“Outstanding Registrable Securities” means the
securities of the Company that qualify as Registrable Securities at the time of
delivery of a Demand Notice.


 


“Person” means any natural person, corporation,
partnership, firm, association, trust, government, governmental agency, limited
liability company or any other entity, whether acting in an individual,
fiduciary or other capacity.


 


“Piggyback Registration” has the meaning set
forth in Section 3(a).


 


“Prospectus” means the prospectus included in
any Registration Statement, all amendments and supplements to such prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such prospectus.


 


“Purchase Agreement” has the meaning set forth
in the recitals hereto.


 


“Purchaser” has the meaning set forth in the
preamble hereto.


 


“Registrable Securities” means the shares of
Common Stock owned by the Purchaser as of the date hereof; provided, however, that if as a result of
any reclassification, stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization or
other similar transaction or event, any capital stock, evidence of
indebtedness, warrants, options, rights or other securities (collectively, “Other
Securities”) are issued or transferred to a Holder in respect of
Registrable Securities held by the Holder, references herein to Registrable
Securities shall be deemed to include such Other Securities; provided, further, that, as to any
particular Registrable Securities, such securities will cease to be Registrable
Securities when (i) they have been sold pursuant to an offering registered
under the Securities Act, (ii) they have been sold pursuant to Rule 144
(or any successor provision) under 


 


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the Securities Act or (iii) they
have been sold to any Person to whom the rights under this Agreement are not
assigned in accordance with this Agreement.


 


“Registration Statement” means any registration
statement of the Company under the Securities Act that covers any of the
Registrable Securities, including the related Prospectus, amendments and
supplements to such registration statement (including pre- and post-effective
amendments), all exhibits, and all materials incorporated by reference or
deemed to be incorporated by reference in such registration statement or
Prospectus.


 


“Requesting Holders” has the meaning set forth
in Section 2(a).


 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations of the Commission
thereunder.


 


“Share Purchase Price” means the price per
share of Common Stock paid by the Purchaser pursuant to the Purchase Agreement.


 


“Suspension Event” has the meaning set forth in
Section 4(b).


 


“Suspension Notice” has the meaning set forth
in Section 4(b).


 


“Target Effective Date” has the meaning set
forth in Section 2(e).


 


2.             Demand
Registrations.


 


(a)           Right to Demand.  Upon the terms and subject to the conditions
of this Agreement, Holders owning at least a majority of the Outstanding
Registrable Securities (the “Requesting Holders”) shall have the right,
by written notice delivered to the Company (the “Demand Notice”), to
request that the Company register for resale under and in accordance with the
provisions of the Securities Act the number of Registrable Securities
designated by such Holders (a “Demand Registration”).  Promptly following its receipt of a Demand
Notice, the Company will notify all other Holders of the proposed registration
and allow them the opportunity to include Registrable Securities in such
registration.  Holders that elect to
participate in such registration shall provide written notice of such election
to the Company within five days of their receipt of notice from the Company.


 


(b)           Underwriting.  If the Requesting Holders intend to
distribute the Registrable Securities described in the Demand Notice in an
underwritten offering, they shall so advise the Company in the Demand
Notice.  In that event, the underwriters
for such offering will be selected jointly by a majority of the Requesting
Holders and the Company. Notwithstanding anything herein to the contrary, the
Company shall not be obligated to support an underwritten offering in the
manner contemplated by Sections 4(c)(11), (12) or (13) or otherwise, unless the
anticipated aggregate offering price to the public in the relevant offering is
reasonably expected to be at least $20.0 million, except that the foregoing
limitation shall not exempt the Company from having to support at least one
underwritten offering.


 


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(c)           Limits
on Demand Registrations.


 


(1)           The Company shall not
be required to register any Registrable Securities pursuant to this Section 2
unless the anticipated aggregate offering price to the public in the relevant
offering is expected to be at least $10.0 million.


 


(2)           The Company shall not
be obligated to effect more than one Demand Registration in any 12-month
period.


 


(3)           The Company shall not
be obligated to file a Registration Statement with respect to a Demand
Registration within 90 days of the completion of any underwritten offering of
the Company’s securities.


 


(4)           Holders shall be
entitled to have a total of one Demand Registration effected on Form S-1
(including any successor form, “Form S-1”) and a total of two
Demand Registrations on Form S-3 (including any successor Form, “Form S-3”)
at any time when the Company is eligible to use such form.  A Demand Registration effected on Form S-1
shall not reduce the number of available Demand Registrations pursuant to the
foregoing sentence if a Registration Statement with respect thereto does not
become effective under the Securities Act and remain effective for at least one
hundred-eighty (180) days (excluding any Delay Period), or until the completion
of the distribution of the Registrable Securities thereunder, whichever is
earlier.


 


(d)           Filing of
Registration Statement.  Subject to Section 4(a),
as soon as practicable, but in any event within 60 days of the date on which
the Company receives a Demand Notice (the “Filing Date”) (unless a Delay
Period is in effect, in which case within 60 days of the termination of the
Delay Period, the “Delayed Filing Date”), the Company shall file with
the Commission a Registration Statement on the appropriate form for the
registration and sale of the Registrable Securities specified in such Demand
Notice, together with the number of Registrable Securities requested to be
included in the Demand Registration by other Holders.


 


(e)           Effectiveness of
Registration Statement.  The Company
shall use its commercially reasonable efforts to (i) cause a Registration
Statement filed pursuant to Section 2(d) to be declared
effective by the Commission as soon as reasonably practicable but in no event
later than 180 days following the Filing Date without regard to any Delayed
Filing Date (the “Target Effective Date”), and (ii) subject to Section 10(e),
keep such Registration Statement continuously effective and usable for the sale
of Registrable Securities until the date on which all shares of Common Stock in
respect thereof cease to be Registrable Securities.  If the Company has an effective Registration
Statement on Form S-1 filed pursuant to Section 2(d) and
becomes eligible to use Form S-3 or such other short-form registration
statement form under the Securities Act, the Company shall promptly give notice
of such eligibility to the Holders covered thereby and may, or at the request
of such Holders with a majority of such Registrable Securities shall, promptly
convert such Registration Statement on Form S-1 to a Registration
Statement on Form S-3 or such other short-form registration statement by
means of a post-effective amendment or otherwise, unless any Holder notifies
the Company within 10 business days of receipt of the Company’s notice that
such conversion would interfere with its distribution of Registrable Securities
already in progress and provides a reasonable explanation therefor, in which
case the 


 


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Company will delay the
conversion of the Registration Statement for a reasonable time after receipt of
the first such notice, not to exceed 30 days in the aggregate (unless the
Company, at such time as the conversion from Form S-1 to Form S-3 or
such other short-form registration statement may occur, would otherwise be
required to amend the Registration Statement on Form S-1 and require that
Holders suspend sales).  No such
conversion of a Registration Statement on Form S-1 to a Registration
Statement on Form S-3 or such other short-form registration statement
shall reduce the number of available Demand Registrations pursuant to Section 2(c)(4).


 


(f)            Holders’ Withdrawal.  Holders of a majority of the Registrable
Securities to be included in a Demand Registration may, at any time prior to
the effective date of the Registration Statement relating thereto, revoke such
request by providing a written notice to the Company of such revocation.  A request made and subsequently revoked
pursuant to this Section 2(f) shall not reduce the number of
available Demand Registrations pursuant to Section 2(c)(4) if
the revocation is made within ten (10) business days of the delivery of
the Demand Notice.


 


(g)           Preemption of Demand
Registration.  Notwithstanding anything to the contrary contained
herein, after receiving a Demand Notice, the Company may elect to effect an
underwritten primary registration in lieu of the Demand Registration if the
Company’s Board of Directors believes that such primary registration would be
in the best interests of the Company. If the Company so elects to effect a
primary registration, the Company shall give prompt written notice to all
Holders of its intention to effect such a registration and shall afford the
Holders the rights set forth in Section 3 with respect to Piggyback
Registrations, except that Section 2(h) will apply in the
event of any underwriter’s cutback.  The Company shall select the
underwriters for such an offering.  In the event the Company elects to
effect a primary registration after receiving a Demand Notice, the Company
shall use its commercially reasonable efforts to have the Registration
Statement relating to the primary registration declared effective by the
Commission as soon as reasonably practicable. In addition, the request for a
Demand Registration shall be deemed to have been withdrawn and such primary
registration shall not be deemed to be a Demand Registration for the purposes
of Section 2(c)(4).


 


(h)           Priority in Demand
Registrations.  If a Demand
Registration relates to an underwritten offering and the managing underwriter
advises the Company, in writing, that in its good faith judgment, the number of
securities requested to be included in such registration exceeds the number
that can be sold in such offering without materially and adversely affecting
the marketability of the offering, then the Company will include in such
registration the maximum number of shares that the managing underwriter advises
the Company can be sold in such offering, allocated as follows:  (i) first, the Registrable
Securities requested to be included in such registration by the Holders, with
such securities to be included on a pro rata basis based on the amount of
securities requested to be included therein and (ii) second, to the
extent that any other securities may be included without exceeding the
limitation recommended by the managing underwriter, the securities the Company
proposes to sell or to include in the registration for the account of other
Persons; provided, however, that
the Company and such other Persons may agree to a different allocation with
respect to securities included pursuant to clause (ii).


 


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3.             Piggyback Registrations.


 


(a)           Right to Piggyback Registrations.  If the Company or another party having
registration rights (other than a Holder) proposes that the Company register
any of the Company’s equity securities under the Securities Act on a form that
would be suitable for a registration of Registrable Securities, the Company
will give written notice of such proposed registration to all Holders at least
twenty days prior to the anticipated filing date.  Such notice shall offer the Holders the opportunity
to register some or all of their Registrable Securities in the registration (a “Piggyback
Registration”).  Subject to Section 3(b),
the Company shall include in the Piggyback Registration all Registrable
Securities requested by Holders to be included therein to the extent written
requests for inclusion are delivered to the Company within ten days of the
delivery of the Company’s notice.  If the
Registration Statement relating to the Piggyback Registration is for an
underwritten offering, such Registrable Securities shall be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters.  Subject
to the terms of any underwriting agreement entered into in connection with the
offering, each Holder shall be permitted to withdraw all or part of its
Registrable Securities from a Piggyback Registration at any time prior to the
effectiveness of the Registration Statement relating to such Piggyback
Registration.  The amount of time for
which the Company shall keep a Registration Statement relating to a Piggyback
Registration effective and usable shall be determined by the Company; provided, however, the Company shall
provide reasonable notice to Holders participating in such a registration if it
intends to keep the Registration Statement effective and usable for less than
90 days. The Holders shall have unlimited Piggyback Registration rights.


 


(b)           Priority in Piggyback
Registrations.  If a Piggyback
Registration is an underwritten offering and the managing underwriter advises
the party or parties initiating such offering in writing that in their good
faith judgment the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering without materially
and adversely affecting the marketability of the offering, then any such
registration shall include the maximum number of shares that the managing
underwriter advises can be sold in the offering allocated as follows:  (i) first, the securities the party
or parties initiating such offering propose to sell, with such securities to be
included on a pro rata basis based on the amount of securities requested to be
included therein, (ii) second, to the extent that any other
securities may be included without exceeding the limitations recommended by the
managing underwriter, all securities proposed to be included in the offering by
the Company and (iii) third, to the extent that any other
securities may be included without exceeding the limitations recommended by the
managing underwriter, all other securities proposed to be included in the
offering (including Registrable Securities), with such additional securities to
be included on a pro rata basis based on the amount of securities requested to
be so included, subject, in each case, to any agreement to the contrary between
or among the relevant parties.


 


4.             Rights and Obligations of the Company.


 


(a)           Delay Period.  Notwithstanding anything to the contrary set
forth herein, the Company shall have the right to delay the filing of any
Registration Statement otherwise required to be filed pursuant to Sections 2
or 3, or to suspend the use of any Registration Statement, for a period
not in excess of 60 consecutive days and no more than 90 days in any 


 


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consecutive 12-month
period (a “Delay Period”), if (i) the Company is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction
and the Company determines in good faith that the Company’s ability to pursue
or consummate such a transaction would be materially adversely affected by any
required disclosure of such transaction in any Registration Statement, (ii) the
Company has experienced some other material non-public event the disclosure of
which at such time, in the good faith judgment of the Company, would materially
adversely affect the Company or (iii) the Company determines in good faith
that the filing or the inability to suspend the use of the Registration
Statement would otherwise be detrimental to the Company or its stockholders, or
would substantially interfere with the Company’s ability to timely file a Form 10-Q
or 10-K.


 


(b)           In the case of an event that causes the
Company to suspend the use of a Registration Statement (a “Suspension Event”),
the Company shall give written notice (a “Suspension Notice”) to the
Holders to suspend sales of the Registrable Securities included in such
Registration Statement and such notice shall continue only for so long as the
Suspension Event or its effect is continuing. No Holder shall effect any sales
of the Registrable Securities pursuant to such Registration Statement (or such
filings) at any time after it has received a Suspension Notice from the Company
and prior to receipt of an End of Suspension Notice (as defined below) with
respect to such Registration Statement. 
The Holders may recommence effecting sales of the Registrable Securities
pursuant to such Registration Statement (or such filings) following further
notice to such effect (an “End of Suspension Notice”) from the Company,
which End of Suspension Notice shall be given by the Company to the Holders in
the manner described above promptly following the conclusion of any Suspension
Event and its effect.


 


(c)           Registration Procedures.  Whenever the Company is required to register
Registrable Securities pursuant to Sections 2 or 3 hereof, the
Company will use its commercially reasonable efforts to effect the registration
to permit the sale of such Registrable Securities in accordance with the
intended method or methods of disposition thereof, and pursuant thereto the
Company will, as promptly as reasonably practicable:


 


(1)           prepare and file with the Commission
a Registration Statement with respect to such Registrable Securities on a form available
for the sale of the Registrable Securities in accordance with the intended
method or methods of distribution thereof and use its commercially reasonable
efforts to cause such Registration Statement to become and remain effective for
the applicable time period specified herein;


 


(2)           prepare and file with the Commission
such amendments (including post-effective amendments) to the Registration
Statement and such supplements to the Prospectus as may be necessary to keep
such Registration Statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such Registration Statement for the applicable time period specified herein;


 


(3)           furnish to each selling Holder of
Registrable Securities covered by a Registration Statement and to each
underwriter, if any, such number of copies of the Registration Statement, each
amendment and post-effective amendment thereto, and the Prospectus included in
such Registration Statement (including each preliminary prospectus and 


 


7

















 


any supplement to such
Prospectus and any other prospectus filed pursuant to Rule 424 under the
Securities Act), in each case including all exhibits, and such other documents as
such Holder may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such Holder or to be disposed of by such
underwriter;


 


(4)           use its commercially reasonable
efforts to register or qualify and, if applicable, to cooperate with the
selling Holders, the underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of the Registrable Securities for offer and sale
under the securities or blue sky laws of such jurisdictions as any selling
Holder or underwriters (if any) shall reasonably request, to keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and to do
any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
applicable Registration Statement; provided,
however, that the Company will not be required to (i) qualify
to do business in any jurisdiction where it would not otherwise be required to
qualify or (ii) consent to general service of process or taxation in any
such jurisdiction where it is not otherwise so subject;


 


(5)           cause all such Registrable Securities
to be listed or quoted (as the case may be) on each national securities
exchange or other securities market on which securities of the same class as
the Registrable Securities are then listed or quoted;


 


(6)           provide a transfer agent and
registrar for all such Registrable Securities and a CUSIP number for all such
Registrable Securities not later than the effective date of such Registration
Statement;


 


(7)           use its commercially reasonable
efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or suspending the qualification (or exemption from
qualification) of any of the Registrable Securities included therein for sale
in any relevant jurisdiction, and, in the event of the issuance of any stop
order suspending the effectiveness of a Registration Statement, or of any order
suspending the qualification of any Registrable Securities included in such
Registration Statement for sale in any relevant jurisdiction, use its commercially
reasonable efforts promptly to obtain the withdrawal of such order;


 


(8)           promptly notify the selling Holders
and the managing underwriters, if any, and confirm such notice in writing, when
a Prospectus or any supplement or post-effective amendment to such Prospectus
has been filed, and, with respect to a Registration Statement or any
post-effective amendment thereto, when the same has become effective, of the
issuance by the Commission of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
Prospectus or the initiation of any proceedings by any governmental authority
for that purpose, of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of a Registration Statement or any of the Registrable Securities for offer or
sale under the securities or blue sky laws of any relevant jurisdiction, and of
its obtaining knowledge of the occurrence of any event or the existence of any
facts that make any statement made in such Registration Statement or Prospectus
untrue in any material respect or that require the 


 


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making of any change in
such Registration Statement or Prospectus so that it will not omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (which notice shall be a Suspension Notice);


 


(9)           as promptly as practicable upon
obtaining knowledge of the occurrence of any event contemplated by Section 4(c)(8) above,
use its commercially reasonable efforts to prepare a supplement or
post-effective amendment to the Registration Statement or the Prospectus, or
any document incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities being sold, the Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;


 


(10)         if requested by the underwriters, if
any, or a Holder of Registrable Securities being sold, promptly incorporate in
a Prospectus, supplement or post-effective amendment such information as the
requesting Person(s) reasonably request to be included therein relating to
the sale of the Registrable Securities, and make all required filings of such
Prospectus, supplement or post-effective amendment promptly following
notification of the matters to be incorporated in such supplement or
post-effective amendment;


 


(11)         if the offering is an underwritten
offering, enter into such agreements (including an underwriting agreement in
form, scope and substance as is customary in underwritten offerings) and take
all such other appropriate and reasonable actions requested by the Holders
owning a majority of the Registrable Securities included in the registration or
by the managing underwriters in order to expedite or facilitate the disposition
of such Registrable Securities (including, in the case of a Demand
Registration, by causing senior executives of the Company to participate in a
reasonable number of “roadshow” or similar meetings with potential investors);


 


(12)         if the offering is an underwritten
offering, use its reasonable best efforts to obtain “comfort” letters and
updates thereof, in customary form, scope and substance, from the independent
reserve engineers (if any, to the extent required by the managing underwriters)
and the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any subsidiary
of the Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the
Registration Statement); and


 


(13)         use its reasonable best efforts to
obtain opinions and updates thereof, in customary form, scope and substance,
from counsel to the Company to the extent necessary or desirable.


 


Notwithstanding anything in this Agreement to the contrary, it is
understood and agreed that the Company shall not be required to take actions to
support an underwritten offering in the manner contemplated by Sections
4(c)(11), (12) or (13) or otherwise during the period between the end of a
fiscal period and the filing of the report on Form 10-Q or 10-K with
respect to such 


 


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period if it
reasonably determines that doing so would impair its ability to complete such
report in a timely and accurate manner.


 


5.             Registration Expenses.


 


(a)           Expenses Payable by the Company.  The Company shall bear all expenses incurred
with respect to the registration or attempted registration of the Registrable
Securities pursuant to Sections 2 or 3 of this Agreement as
provided herein.  Such expenses shall
include, without limitation, (i) all registration, qualification and filing
fees (including, without limitation, (A) fees payable to the Commission, (B) fees
with respect to filings required to be made with the national securities
exchange or national market system on which the Common Stock is then traded or
quoted and (C) fees and expenses relating to compliance with state
securities or blue sky laws (including, without limitation, fees and
disbursements of counsel for the Company or the underwriters, or both, in
connection with blue sky qualifications of Registrable Securities)), (ii) messenger
and delivery expenses, word processing, duplicating and printing expenses
(including without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company, printing preliminary prospectuses, prospectuses, prospectus
supplements, including those delivered to or for the account of the Holders,
and blue sky memoranda), (iii) fees and disbursements of counsel for the
Company, (iv) fees and disbursements of all independent certified public
accountants and reserve engineers, if any, for the Company (including, without
limitation, fees relating to any comfort letters), (v) all out-of-pocket
expenses of the Company (including, without limitation, expenses incurred by
the Company, its officers, directors, and employees performing legal or
accounting duties or preparing or participating in “roadshow” presentations),
and (vi) NASDAQ listing fees.


 


(b)           Expenses Payable by the Holders.  Each Holder shall pay all underwriting discounts
and commissions or placement fees of underwriters
or broker’s commissions incurred in connection with the sale or other
disposition of Registrable Securities for or on behalf of such Holder.


 


6.             Indemnification.


 


(a)           Indemnification by the Company.  The Company agrees to indemnify, to the
fullest extent permitted by law, each Holder, each affiliate of a Holder and
each director, officer, employee, manager, partner, member, counsel, agent or
representative of such Holder and its affiliates and each Person who controls
any such Person (within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act) (collectively, the “Holder
Indemnified Parties”) against, and hold it and them harmless from, all
losses, claims, damages, liabilities, actions, proceedings, costs (including,
without limitation, costs of preparation and reasonable attorneys’ fees and
disbursements) and expenses, including expenses of investigation and amounts
paid in settlement (collectively, “Losses”) arising out of, caused by or
based upon any untrue or alleged untrue statement of material fact contained in
any Registration Statement, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading (a “Misstatement/Omission”), or any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state
securities law, or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law; provided, however, that the Company shall not be liable
insofar as such 


 


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Misstatement/Omission or
violation is made in reliance upon and in conformity with information furnished
in writing to the Company by a Holder expressly for use therein; provided, further, that the Company shall
not be liable for a Holder’s failure to deliver or cause to be delivered (to
the extent such delivery is required under the Securities Act) the Prospectus
contained in the Registration Statement, furnished to it by the Company on a
timely basis at or prior to the time such action is required by the Securities
Act to the person alleging a Misstatement/Omission if such
Misstatement/Omission was corrected in such Prospectus.  In connection with an underwritten offering,
the Company will agree to indemnify the underwriters participating in the
offering, their officers and directors and each Person who controls such underwriters
(within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act) on customary terms set forth in the relevant underwriting
agreement.


 


(b)           Indemnification by the Holders.  In connection with any Registration Statement
in which a Holder is participating, each such Holder agrees to indemnify, to
the fullest extent permitted by law, the Company, each director and officer of
the Company and each Person who controls the Company (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act), and each other Holder participating in the registration, against, and
hold it harmless from, any Losses arising out of or based upon (i) any
Misstatement/Omission contained in the Registration Statement, if and to the
extent that such Misstatement/Omission was made in reliance upon and in
conformity with information furnished in writing by or on behalf of such Holder
for use therein or (ii) the failure by such Holder to deliver or cause to
be delivered (to the extent such delivery is required under the Securities Act)
the Prospectus contained in the Registration Statement furnished to it by the
Company on a timely basis at or prior to the time such action is required by
the Securities Act to the person asserting a Misstatement/Omission if such
Misstatement/Omission was corrected in such Prospectus.  Notwithstanding the foregoing, each Holder’s
obligation to indemnify will be individual (several and not joint) and will be
limited to the net amount of proceeds received by such Holder from the sale of
Registrable Securities pursuant to the Registration Statement giving rise to
the indemnification obligation.


 


(c)           Conduct of Indemnification
Proceedings.  In case any action,
claim or proceeding shall be brought against any Person entitled to indemnification
hereunder, such indemnified party shall promptly notify each indemnifying party
in writing, and the indemnifying party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to the indemnified
party and payment of all fees and expenses incurred in connection with the
defense thereof.  The failure to so
notify the indemnifying party shall relieve the indemnifying party of its
indemnification obligations to the extent that the failure to notify materially
prejudiced the indemnifying party.  Each
indemnified party shall have the right to employ separate counsel in such
action, claim or proceeding and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of the indemnified
party unless (i) the indemnifying party has agreed to pay such expenses, (ii) the
indemnifying party has failed promptly to assume the defense of the action,
claim or proceeding or (iii) the named parties to any such action, claim
or proceeding (including any impleaded parties) include both the indemnified
party and the indemnifying party or an affiliate or controlling person of the
indemnifying party, and the indemnified party shall have been advised in
writing by counsel that either (x) there may be one or more legal defenses
available to it which are different from or in addition to those available to
the indemnifying party or such affiliate or controlling person or (y) 


 


11

















 


a conflict of interest
may exist if such counsel represents the indemnified party and the indemnifying
party or its affiliate or controlling person; provided,
however, that the indemnifying party shall not, in connection with
any one such action, claim or proceeding or separate but substantially similar
or related actions, claims or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be responsible hereunder for
the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel), which counsel shall be designated by the indemnified
party or, in the event that the indemnified party is a Holder Indemnified
Party, by the Holders of a majority of the Registrable Securities included in
the relevant registration.


 


(d)           Right to Contribution.  If the indemnification provided for in this Section 6
is unavailable to, or insufficient to hold harmless, an indemnified party under
Section 6(a) or Section 6(b) in respect of
any Losses incurred, then each applicable indemnifying party shall have an
obligation to contribute to the amount paid or payable by such indemnified
party as a result of such Losses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party, on the one hand, and of the
indemnified party, on the other, in connection with the Misstatement/Omission
or violation which resulted in such Losses, taking into account any other
relevant equitable considerations.  The
amount paid or payable by a party as a result of the Losses referred to above
shall be deemed to include, subject to the limitations set forth in Section 6(c) above,
any legal or other fees or expenses reasonably incurred by such party in
connection with any investigation, lawsuit or legal or administrative action or
proceeding.


 


The relative fault of the indemnifying party, on the
one hand, and of the indemnified party, on the other, shall be determined by
reference to, among other things, whether the relevant Misstatement/Omission or
violation relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such Misstatement/Omission or
violation.


 


The parties agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this Section 6(d),
a Holder shall not be required to contribute any amount in excess of the amount
by which (i) the net amount of proceeds received by such Holder from the
sale of Registrable Securities pursuant to the Registration Statement giving
rise to the contribution obligation exceeds (ii) the amount of any damages
which such Holder has otherwise been required to pay by reason of the relevant
Misstatement/Omission or violation.


 


No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


(e)           Limitation on Indemnification and
Contribution.  No indemnifying party
shall be liable pursuant to this Section 6 for any settlement
effected without its written consent, which consent may not be unreasonably
delayed or withheld.  Each indemnifying
party agrees that it will not, without the indemnified party’s prior written
consent, consent to entry of any judgment or settle or compromise any pending
or threatened claim, action or proceeding in respect of which indemnification
or contribution has been sought hereunder unless the terms of 


 


12

















 


such consent, settlement
or compromise includes an unconditional release, in form and substance
reasonably satisfactory to the indemnified parties, of the indemnified parties
from all liability and obligation arising therefrom.  The indemnifying party’s liability to any
indemnified party hereunder shall not be extinguished solely because any other
indemnified party is not entitled to indemnity hereunder.


 


(f)            Effect of Underwriting Agreement.  Notwithstanding anything to the contrary in
this Section 6, in the event an underwriting agreement is entered
into in connection with an underwritten offering that includes Registrable
Securities, the terms of such agreement relating to indemnification and
contribution shall control if in conflict with the terms hereof.


 


7.             Registration Defaults.


 


(a)           Liquidated Damages.  If a Registration Statement required by Section 2(d) does
not become effective on or before the Target Effective Date, then each Holder
shall be entitled to a payment (with respect to the Registrable Securities of
each such Holder), as liquidated damages and not as a penalty, of 0.25% of (i) the
Share Purchase Price multiplied by (ii) the number of Registrable
Securities held by such Holder (such product being the “Liquidated Damages
Amount”) per the 30-day period following the Target Effective Date,
increasing by an additional 0.25% per each subsequent non-overlapping 30-day
period following the Target Effective Date, up to a maximum of 1.00% of the
Liquidated Damages Amount per each non-overlapping 30-day period until the
Registration Statement becomes effective (the “Liquidated Damages”)
(i.e., 0.25% for 1-30 days; 0.5% for 31-60 days; 0.75% for 61-90 days; and then
1.0% for all 30 day periods thereafter); provided, that the aggregate amount of
Liquidated Damages shall not exceed 5.0% of the Share Purchase Price multiplied
by the number of Registrable Securities held by such Holder.  The
Liquidated Damages to be paid to each Holder for any period of less than 30
days shall be prorated by multiplying the Liquidated Damages to be paid to each
Holder in a full 30 day period by a fraction, the numerator of which is the
number of days for which Liquidated Damages have accrued, and the denominator
of which is 30. The Liquidated Damages payable pursuant to this Section 7(a) shall
be payable within ten (10) business days after the end of each such
non-overlapping 30-day period.  Any Liquidated Damages shall be paid to
each Holder in cash or immediately available funds.


 


(b)           Additional Rights to Liquidated Damages.  If the Holders shall be prohibited from selling their
Registrable Securities under a Registration Statement as a result of a
Suspension Event or Suspension Events in excess of the Delay Period, the
Holders shall be entitled to a payment (with respect to the Registrable
Securities of each such Holder) of an amount equal to the Liquidated Damages,
following the date which is the first business day after the 60th consecutive
day, or the 90th day in any 12-month period, the Registration Statement
ceased to be effective or failed to be useable for its intended purposes (the “Default
Date”), as liquidated damages and not as a penalty; provided, however,
that if a Director designated by the Purchaser pursuant to the Purchase
Agreement shall have approved an action that resulted in the Suspension Event
or Suspension Events exceeding the Delay Period, then the Holders shall not be
entitled to payment of Liquidated Damages. The Liquidated Damages with respect
to this Section 7(b) shall be calculated in accordance with Section 7(a) with
reference to the Default Date rather than reference to the Target Effective
Date.  The Liquidated Damages payable pursuant to the immediately
preceding sentence shall be payable within ten (10) business days 


 


13

















 


after the end of each such
non-overlapping 30-day period.  Any Liquidated Damages shall be paid to
each Holder in cash or immediately available funds.


 


(c)           Waiver of Liquidated Damages.  If the Company is unable to cause a Registration Statement
to become effective by the Target Effective Date as a result of an acquisition,
merger, reorganization, disposition or other similar transaction, then the
Company may request a waiver of the Liquidated Damages from each Holder of
Registrable Securities, which may be granted by the consent of the Holders of a
majority of the Registrable Securities; provided,
that each Holder may waive, in its sole discretion, the payment of Liquidated
Damages with respect to such Holder’s Registrable Securities.


 


8.             Underwritten Registrations. 
Without limiting a Holder’s right to withdrawal pursuant to Section 2(f) and
Section 3(a), no Person may participate in any registration
hereunder which is underwritten unless such Person (a) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, customary indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided, however, that no Holder of
Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters except representations and warranties regarding such Holder and
such Holder’s intended method of distribution and other customary
representations and warranties reasonably requested by the Company or the
underwriters.


 


9.             Covenants of Holders.


 


(a)           Cooperation.  Each Holder hereby agrees (i) to
cooperate with the Company and to furnish to the Company all such information
regarding such Holder, its ownership of Registrable Securities and the
disposition of such securities in connection with the preparation of the
Registration Statement and any filings with any state securities commissions as
the Company may reasonably request, (ii) to the extent required by the
Securities Act, to deliver or cause delivery of the Prospectus contained in the
Registration Statement, and any amendment or supplement thereto, to any
purchaser of the Registrable Securities covered by the Registration Statement
from the Holder and (iii) to notify the Company of any sale of Registrable
Securities by such Holder.


 


(b)           Suspension of Use of Registration
Statement.  Each Holder agrees that,
upon receipt of a Suspension Notice or written notice from the Company of the
occurrence of any event of the kind described in Section 4(c)(8) or
the commencement of a Delay Period, such Holder will forthwith discontinue
disposition of such Registrable Securities covered by such Registration
Statement until such Holder’s receipt of an End of Suspension Notice.


 


(c)           Insider Trading Laws.  Each Holder agrees that it will not sell,
transfer or otherwise dispose of Registrable Securities in a manner contrary to
applicable securities laws.  A period in
which one or more Holders are prohibited from selling, transferring or
disposing of Registrable Securities pursuant to such laws shall not be deemed a
Delay Period for the purposes of this Agreement.


 


14

















 


10.           Miscellaneous.


 


(a)           No Superior Rights.  The Company shall not, without the prior
written consent of the Holders of a majority of the Registrable Securities,
grant any rights to any Person to register any shares of capital stock or other
securities of the Company if such rights would be superior to the rights of the
Holders granted pursuant to this Agreement with respect to the matters
addressed in Sections 2(h) or 3(b).


 


(b)           Remedies.  Any Person having rights under any provision
of this Agreement will be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.  The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and hereby agree to waive the defense in any action for specific
performance or injunctive relief that a remedy at law would be adequate.  Accordingly, any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.


 


(c)           Amendments and Waivers.  Except as otherwise provided herein, the
provisions of this Agreement, including the provisions of this sentence, may be
amended, modified, supplemented or waived only upon the prior written consent
of the Company and Holders of a majority of the outstanding Registrable
Securities.


 


(d)           Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.  The Holders may assign all or
any portion of their rights hereunder with respect to Registrable Securities to
any transferee of such securities; provided,
however, that notice of such assignment must be provided to the
Company together with any other information regarding the assignee that the
Company may reasonably request (it being understood that (i) failure to
provide such notice shall not affect the validity of such assignment and (ii) that
the assignee shall not have any rights hereunder until such notice and
information is provided).


 


(e)           Termination of Registration Rights.  The rights of any Holder to cause the Company
to register Registrable Securities under Sections 2 or 3 of this
Agreement shall terminate with respect to such Holder when such Holder is
legally able to dispose of all of its Registrable Securities in one transaction
pursuant to Rule 144 under the Securities Act.


 


(f)            Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected, it being intended that the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.


 


(g)           Counterparts.  This Agreement may be executed in any number
of counterparts, any one of which need not contain the signatures of more than
one party, but each 


 


15

















 


of which when so executed
shall be deemed to be an original and all such counterparts taken together
shall constitute one and the same Agreement.


 


(h)           Descriptive Headings;
Interpretation.  The descriptive
headings of this Agreement are inserted for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.  The use of the word “including” in this
Agreement shall be by way of example rather than by limitation.


 


(i)            Notices.  All notices, requests and other
communications provided for or permitted to be given under this Agreement must
be in writing and shall be given by personal delivery, by certified or
registered United States mail (postage prepaid, return receipt requested), by a
nationally recognized overnight delivery service for next day delivery, or by
facsimile transmission to the following addresses (or to such other addresses as
the relevant party may give in a notice given in accordance with the provisions
hereof):


 


If to the Company:


 


CREDO Petroleum Corporation

1801 Broadway, Suite 900

Denver, Colorado 80202


Attention: James T. Huffman


 


with a copy (which shall not constitute notice) to:


 


Davis Graham & Stubbs LLP


1550 Seventeenth Street, Suite 500


Denver, CO 80202


Attention:  John
Elofson


 


If to the Purchaser:


 


RCH Energy Opportunity Fund II, LP


21 Waterway, Suite 200


The Woodlands, TX 77380


Attn: John Rigas


 


With a copy to:


 


Andrews
Kurth LLP


600
Travis, Suite 4200


Houston,
Texas 77002


Attention: Gislar Donnenberg


 


(j)            GOVERNING LAW; SUBMISSION TO
JURISDICTION.  THIS AGREEMENT SHALL
BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF COLORADO WITHOUT
REGARD TO THE CONFLICT OF 


 


16

















 


LAW PRINCIPLES
THEREOF.  The parties hereby irrevocably
submit to the jurisdiction of any federal court located in the State of
Colorado or any Colorado state court solely in respect of the interpretation
and enforcement of the provisions of this
Agreement and of the documents referred to in this Agreement, and in respect
of the transactions contemplated hereby, and hereby waive, and agree not to
assert, as a defense in any action, suit or proceeding for the interpretation
or enforcement hereof or of any such document, that it is not subject thereto
or that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this
Agreement or any such document may not be enforced in or by such courts, and
the parties hereto irrevocably agree that all claims with respect to such
action or proceeding shall be heard and determined in such a Colorado state or
federal court.  The parties hereby
consent to and grant any such court jurisdiction over the person of such
parties and over the subject matter of such dispute and agree that mailing of
process or other papers in connection with any such action or proceeding in the
manner provided in Section 10(i) or in such other manner as
may be permitted by law shall be valid and sufficient service thereof.


 


EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS
WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.


 


(k)           Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. 
This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


 


17

















 


IN WITNESS WHEREOF the parties hereto have or have
caused this Registration Rights Agreement to be duly executed as of the date
first above written.


 


	
   

  	
  CREDO Petroleum
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James T. Huffman

  
	
   

  	
   

  	
  Name: James T. Huffman

  
	
   

  	
   

  	
  Title:   Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  RCH Energy Opportunity
  Fund II, LP

  
	
   

  	
   

  	
  By: RCH Energy
  Opportunity Fund II GP, LP;

  
	
   

  	
   

  	
    its general partner

  
	
   

  	
   

  	
  By: RR Advisors, LLC;
  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Mark Meyer

  
	
   

  	
   

  	
  Name: W. Mark Meyer

  
	
   

  	
   

  	
  Title:    President

  



 


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